Series Assets Sample Clauses
The "Series Assets" clause defines how assets are allocated and managed within individual series of a series limited liability company (LLC). It specifies that each series may own, hold, and manage its own assets, which are distinct and separate from the assets of other series and the parent LLC. For example, in a real estate investment company, each property could be held in a separate series, with its own bank accounts and records. This clause's core function is to ensure that the liabilities and obligations of one series do not affect the assets of another, thereby protecting each series from the risks associated with others within the same LLC structure.
Series Assets. All consideration received by CalTRUST for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of CalTRUST. In the event that there are any assets, income, earnings, profits, or proceeds thereof, or funds or payments which are not readily identifiable as belonging to any particular Series, the Board shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Board shall be conclusive and binding upon the Participants of the Shares Program in all Series for all purposes.
Series Assets. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, loan, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series, the Trustees shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. Separate and distinct records shall be maintained by the Trustees for each such series and the assets associated with any such series shall be held and accounted for separately from the other assets of the Trust, or any other series thereof.
Series Assets. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, loan, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series, the Trustees shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes.
Series Assets. Upon the Closing of the Initial Offering of the Class A Shares of the Series, the Series will use the proceeds to acquire the entire collection of Contemporary Artists Series 1 (the “Collection”), which consists of artwork comprised of ten artworks from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇. Title to the Artwork will be held by aShareX Fine Art Series 11, SP (the “SP”), a segregated portfolio of aShareX Fine Art, SPC, a Cayman Island segregated portfolio company. The SP will be wholly owned by the Series. Asset Manager aShareX Management, LLC Asset Manager Fee As stated in Section 5.9(c), including a Sourcing Fee equal to 6% of the Purchase Price of the Artwork. The Asset Manager will also act as the auctioneer for the auction in which the Collection will be offered for sale, and, if the auction is successful, it will receive a commission equal to 15% of the Hammer Price paid for the Collection. Purpose of Series As stated in Section 2.4, to acquire, hold and dispose of the Series Assets Number of Class A Shares Subject to Section 3.4(c), the maximum number of the Series Class A Shares that can be issued will equal the Acquisition Cost of the Artwork divided by the Offering Price of the Class A Shares in the Initial Closing Broker of Record Dalmore Group, LLC Brokerage Fee 1.00% of the purchase price for the Class A Shares sold at the Initial Offering of the Series, payable by the Managing Member from its assets Voting The holders of the Class A Shares may approve the sale of the Artwork as set forth in Section 5.3 and may approve amendments to the Agreement and Series Designation to the extent provided in Article XII Distributions It is not expected that the Series will generate material revenues or profits until the Artwork is sold. At such time, the Net Sales Proceeds will be distributed (i) to the Managing Member in payment of the Class B Shares to the extent of 10% of the Artwork’s appreciation in value over its Purchase Price, and (ii) the balance of the proceeds will be distributed to the Class A Members in proportion to their Class A Shares in the Series. If there is no appreciation in value of the Artwork because the proceeds from the sale are less than its Purchase Price, the Class B Shares will not receive any distributions and they will all be paid to the Class A Members. Royalty Obligation The Net Sales Proceeds will be reduced by the royalty obligation (the “Royalty”) payabl...